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About CPA, Bylaws of the Chesapeake Paddlers Association, Inc.These Bylaws were accepted at the Chesapeake Paddlers Association Annual Meeting on November 19, 2006 at Cedar Grove United Methodist Church in Deale, MD. Bylaws of the Chesapeake Paddlers Association, Inc. (CPA)Section 1. Name The name of the club shall be the Chesapeake Paddlers Association, Inc., hereinafter referred to as "the club", or “Chesapeake Paddlers Association”, or “CPA”. Section 2. Mission The mission of the Chesapeake Paddlers Association is to help people safely enjoy sea kayaking and to promote safe paddling practices through the education of the local sea kayaking community and the interested public. Club activities may include, but are not limited to, kayak trips, kayak camping trips, instructional workshops, informal weekday evening paddles, parties, and any other activities consistent with the mission that members of the club wish to organize. Section 3. Membership Membership in the club is open to anyone supporting the mission of the club, upon payment of annual dues. Membership shall commence on the first day of the month following the date of the initial payment of annual dues and shall continue until terminated. Membership shall be terminated by: (1) automatic action 60 days following nonpayment of dues, (2) affirmative vote of at least 85% of the full membership of the Steering Committee. The Steering Committee shall have absolute discretion to terminate any membership for cause. Without limiting the absolute authority of the Steering Committee under this section, any member engaging in activity that (1) brings a discredit upon the CPA, or (2) endangers others may have his or her membership immediately terminated by action of the Steering Committee. Members shall be entitled to a copy of the membership list upon request to the secretary. Section 4. The Steering Committee 4.1. General Powers. The property and business of the club shall be managed under the direction of the Steering Committee. The Steering Committee will make all decisions about operational activities of the club, unless specified otherwise in these bylaws. As a rule, routine decisions about specific club activities will be the responsibility of the individuals managing those activities, but they may be overridden by the Steering Committee if needed. The Steering Committee will determine which events are to be considered official CPA activities. If appropriate, it may set standards for such determinations so that it need not consider each activity, and it may then delegate to individual club members the responsibility for applying those standards to determine whether specific activities are official CPA activities. At its discretion, the Steering Committee may refer decisions to a membership meeting or to the full club membership. When the Steering Committee members are not in consensus, they will make decisions by vote of a majority of the Steering Committee members present at the meeting. When club members disagree with a decision of the Steering Committee, they may call for a referendum or membership meeting to reconsider the issue. The referendum or meeting must be held upon petition by 10% of the club's members. 4.2 Number and Term of Office. There shall be nine Steering Committee members including the club officers. Steering Committee members shall serve one-year terms from January 1 through December 31, and must be members of the club throughout their term of office. 4.3. Nomination and Election of Steering Committee Members. Steering Committee members shall be nominated and elected in the same manner as officers, as described in section 5.2. 4.4. Filling of Vacancies. In the case of any vacancy among the Steering Committee members or officers, a majority of the remaining members may elect a successor to hold office until the next annual meeting. 4.5. Meetings. Steering Committee meetings will be open to all club members. Anyone present may speak at the meetings. Only Steering Committee members may vote. The Steering Committee members will decide when, how and where they must meet. Any three members of the Steering Committee can call a Steering Committee meeting. The Secretary shall individually notify all Steering Committee members and shall publish notice to the full membership at least ten days in advance, via official club information sources such as the newsletter, listserv, or website. 4.6. Quorum. A majority of the Steering Committee members shall constitute a quorum for the transaction of business at all of its meetings. The act of a majority of the Steering Committee members present at any meeting at which there is a quorum shall be the act of the Steering Committee, except as may be otherwise specifically provided for by these bylaws. 4.7. Sub-Committees. The Steering Committee may create or dissolve sub-committees and empower them as appropriate consistent with the rest of these bylaws. Sub-committees report to the Steering Committee. Sub-committee members must be members of the club but need not be members of the Steering Committee. Section 5. Officers 5.1. Officers. The club shall have the following officers:
Any club member may serve as an officer. The officers shall be members of the Steering Committee. 5.2. Election of Officers. Officers shall be elected by the members present at the annual meeting or by proxy. Officers must be members of the club throughout their term in office. Notification of elections and calls for nomination will be mailed and/or emailed to the full membership at least seven weeks before the annual meeting. Proxy ballots will be mailed to the full membership at least three weeks before the annual meeting. Proxy ballots must be received by the Secretary before votes are counted at the annual meeting in order to be included. For a member to have their name included on the Proxy ballot, it must be submitted at least four weeks prior to the election, however, any member may declare for office up until the actual vote and subsequent counting of the ballots at the annual meeting. Write-in names on the proxy ballets are permitted provided those names submitted are members of the club at the time of the elections. Any member running for one of the three officer positions shall be automatically entered in the race for one of the six non-officer steering committee positions, unless they choose not to run for such position. All members voting shall vote for their candidate of choice for the three officer positions and up to nine candidates for the six non-officer steering committee positions. The votes for the three officer positions shall be counted first, and the winners' names shall be removed from consideration for the non-officer steering committee positions. The remaining six candidates with the highest vote totals shall be declared winners in the election for the non-officer steering committee positions. In the event of a tie vote the final steering committee position, those members present at the annual meeting shall conduct a run off vote." 5.3. Terms of Office. Officers shall serve for terms of one year from 1 January through 31 December. In the event that an office becomes vacant, the Steering Committee may elect a successor to hold office until the next annual meeting. 5.4. Duties of Officers The Coordinator shall have overall responsibility for administration of the club and will be a primary point of contact for the club. S/he shall chair general club membership meetings and meetings of the Steering Committee. The Steering Committee may direct the Coordinator to perform other duties consistent with the bylaws. The Treasurer shall perform all the duties generally incident to the office of Treasurer, subject to the control of the Steering Committee and the oversight of the Coordinator. The Treasurer shall have custody of all the funds and securities of the club, and s/he shall keep full and accurate account of receipts and disbursements. Such records shall be the property of the club. S/he shall deposit all such moneys and other valuables in the name and to the credit of the club. The Treasurer shall disburse the funds of the club consistent with Section 7 of these bylaws. S/he shall provide financial information to the Coordinator or the Steering Committee in a timely fashion as requested. The Secretary shall perform all duties generally incident to the office of Secretary, subject to the control of the Steering Committee and the oversight of the Coordinator. S/he has primary responsibility for maintaining club membership records, but may delegate day-to-day administration of that task to another club member. S/he shall give notice of all meetings of the general membership or the Steering Committee and all other notices required by these bylaws. The Secretary shall record the proceedings of all meetings of the general membership and of the Steering Committee. All records of the Secretary shall be the property of the club. Section 6. Meetings 6.1. Annual meeting. The annual meeting of the club membership shall be held on the first Sunday in November, unless a different date has been designated by the Steering Committee and publicized to the members at least thirty days in advance. The time, location, and agenda of the annual meeting shall be chosen by the Steering Committee and must be announced to the members at least thirty days in advance. All members may vote at annual meetings. A report on the annual meeting shall be published in a timely manner through official club information sources such as the newsletter, listserv or website. At the annual meeting:
6.2. Meeting process. All meetings of the members or the Steering Committee will be conducted in an orderly manner that encourages free and open discussion. When there are questions about procedure, meetings will be conducted according to Robert's Rules of Order. Votes must be taken as called for in these bylaws, or when requested by any club member present at the meeting; otherwise decisions may be made by informal consensus. 6.3. Membership meetings. At its discretion, the Steering Committee may call general membership meetings. Written notice of such meetings must be published at least thirty days in advance via official club information sources such as the newsletter, listserv, or website. Section 7. Financial matters 7.1 Fiscal Year. The Fiscal Year of the association shall begin on the first day of January and end on the last day of December in each year. 7.2. Budget Approval. The budget will be discussed, amended if needed, and approved at the annual meeting. Approval of the budget constitutes authorization of the expenditures it proposes; it does not preclude changes in accordance with procedures otherwise authorized by these bylaws. 7.3. Authorization of Expenditures. The coordinator and the treasurer may make decisions on any expenditure under $200 that was not previously budgeted. Decisions concerning expenditures $200 or more not previously budgeted must be made by the Steering Committee. Section 8. Amendments Amendments to these bylaws may be presented to the general membership for vote either by the Steering Committee or upon petition of 10% of the club members. Proposed amendments will be adopted upon approval by two thirds of the members voting. Such amendments shall be voted on by the full membership at the next annual meeting, following the procedures for notification and establishment of the agenda set out in these bylaws. Proxy ballots for voting on amendments shall be distributed with the proxy ballots for elections and must be received before the vote is counted at the meeting. If adopted, the amendments shall immediately be placed in the records of the club and appended to copies of the bylaws available to the members. Section 9. Governing State Law These bylaws shall be interpreted according to the laws of the State of Maryland. |
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